Terms & Conditions

Welcome to Simplifi! Please read on for the terms which govern the purchase and use of any products, services and applications ordered through this website. Feel free to contact us at support@simplifi.io if you have any questions. BY SIGNING AN AGREEMENT OR OTHERWISE APPROVING SERVICES RENDERED, YOU AND ANY ENTITY YOU REPRESENT (“CUSTOMER”) UNCONDITIONALLY CONSENT TO BE BOUND BY THESE TERMS OF SERVICE.

Basis of Sale

All products and services furnished by or on behalf of BrightSky, LLC dba Simplifi (“Simplifi”) to Customer (as identified in the product/service selection form submitted via this website; the “Quote”) are sold on the terms and conditions outlined in these Terms of Service, and Simplifi’s performance under any proposal or contract is expressly conditioned on Customer’s agreement to these terms. No term or condition additional to, or different from, these Terms of Service shall become a part of any agreement between Simplifi and Customer unless expressly agreed to in a writing signed by Simplifi.

By submitting a Quote via this website for hardware, equipment or other tangible items (“Products”) and/or for services (“Services”), Customer agrees to be subject to these Terms of Service in their entirety as well as, in the case of Products, the provisions of the Product Warranty –https://simplifi.io/warranty and, in the case of Services, the provisions of the SLA- https://simplifi.io/service-level-agreement/, both of which are incorporated herein by reference.

If Simplifi approves a Quote, Customer will receive an acknowledgment at the email address/other account specified in the Quote. Once Simplifi receives (via email, PDF, or other means specified by Simplifi) such acknowledgment duly executed by Customer (the “Order”), Simplifi will furnish the applicable products/services on the terms set forth in the Order and these Terms of Service. No document shall be binding upon Simplifi until accepted by Simplifi in writing.

Specific Product Terms

Deliveries -Shipments within the domestic United States will be made FOB Origin. For shipments outside the domestic United States, delivery terms for all Products will incorporate Incoterms 2021. Unless expressly agreed to in a writing signed by Simplifi, prices as set forth in an invoice do not include sales, use or other taxes, or any United States port and export forwarding agent’s fees, freight handling, or transportation charges, export/import license fees, customs duties or the like, all of which Customer will pay for (and indemnify Simplifi against such liabilities). Any dates quoted by Simplifi for delivery of Products are approximate only. Customer will arrange for receipt of Products per the scheduled delivery date noted on Simplifi’s Quote acknowledgment or as otherwise agreed by the parties in writing. Should Customer or its carrier fail to take delivery of Products on the scheduled delivery date, Simplifi may invoice Customer fees for storage of the Products from and after such date.

Prices -Simplifi reserves the right to adjust Product offerings, prices and warranties for reasons including, without limitation, changing market conditions, raw material availability, manufacturer or supplier price changes and errors in quotes.

Payments -Customer will make payments and deposits (if applicable) as set forth on Simplifi’s invoice. Unless otherwise set forth on such invoice, payments are due and payable in U.S. Dollars thirty (30) days from the date of invoice, without deduction, withholding or set-off. If Customer at any time is delinquent in the payment of any invoice, Simplifi may in its sole discretion, and without prejudice to its other rights, withhold shipment of any products to customer. Whenever Simplifi in good faith deems itself insecure, Simplifi may cancel any outstanding Order; decline to make delivery of Products; revoke any extension of credit; reduce any unpaid debt by enforcing its security interest, created hereby, in all Products (and proceeds therefrom); and take any other steps necessary or desirable to secure Simplifi fully with respect to Customer’s payment for Products furnished or to be furnished by Simplifi.

Retention of Title -For good and valuable consideration, the receipt and sufficiency of which Customer hereby acknowledges, Simplifi will have, and Customer hereby grants to Simplifi, a security interest and right of possession in and to all Products covered hereunder (and all accessions, replacements, proceeds, and Products thereto or therefrom) to secure payment until the entire Product purchase price is paid in full to Simplifi. Customer will cooperate with Simplifi and perform all acts deemed necessary or advisable by Simplifi to perfect and ensure Simplifi’s security interest in the Products.

Returns -Phones and accessories are subject to Simplifi’s standard Product Warranty – https://simplifi.io/warranty. For clarity, while phones and other Products may be returned under certain conditions, MRSC (as defined below) and other charges already paid are NOT refundable.

Specific Service Terms

Subscription Term -The “Initial Term” will continue for a period of one (1) year (or longer if specified in the applicable Order) from the date Customer first ordered the corresponding Service or the date Simplifi successfully processed payment for that Service, whichever is later (the “Subscription Date”), and thereafter will renew for successive 12-month periods (each, an “Extended Term”), unless either party gives the other party notice of non-renewal at least 90 days before the end of the Initial Term or then-current Extended Term. In the case of Simplifi, notice must be sent to: support@simplifi.io. Upon timely non-renewal, Customer will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged. The Initial Term and all Extended Terms (if any) are collectively referred to as the “Subscription Term”.

License Grant -Subject to these Terms of Service, Simplifi: (i) will provide the Services to Customer during the Subscription Term via browser-based and/or downloadable software including updates, modifications, enhancements or new versions of the same if specified in the corresponding Order (collectively, “Software”); and (ii) grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license to use the Software and the Services solely during the Subscription Term, only for its internal business or personal purposes in accordance with the Order and these Terms of Service. Customer may select an in-house administrator (“Customer Administrator”) to grant and manage access to individual employees or end users, and where applicable, Simplifi (or its agent) may act as Customer Administrator if authorized by Customer.

Fees and Taxes -Fees are as described in each Order, including the applicable MRSC. In addition, Customer will reimburse Simplifi for reasonable travel and lodging expenses incurred in providing installation services (as indicated in the given Order). Customer agrees that Simplifi may bill Customer’s credit card (or other payment method) for renewals, expenses, and any other unpaid fees, as applicable. Customer may change its payment method information by entering updated information through the user interface of the Service at any time. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the billing date specified in the applicable Order. Fees for Extended Terms are at Simplifi’s then-current rates at the time of renewal, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All fees and expenses are non-refundable except as set out in the Product Warranty – https://simplifi.io/warranty or SLA – https://simplifi.io/service-level-agreement, Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Simplifi’s income tax. Fees and expenses are exclusive of taxes and regulatory fees, which Simplifi will include in monthly bills as required by law.

Monthly Recurring Service Charge -In consideration for the Software and Services provided by Simplifi, commencing on the Subscription Date and for the duration of the Subscription Term, Customer will pay Simplifi a monthly recurring service charge (the “MRSC”) based on the feature(s) and/or usage package(s) selected by Customer in connection with the given Order, including an overage fee for use (if any) in excess of the contracted allowance. Unless otherwise specified in the given Order, the MRSC will be calculated each month based on: (i) initially the rates presented to Customer as part of the online Quote process for the Initial Term; and (ii) Simplifi’s then-current rates, for MRSCs during each Extended Term. All usage reports utilize EST (e.g. usage incurred at 11:00pm PST on May 31 will be reported and billed as 2:00am EST on June 1). For clarity, each MRSC will include a flat fee for the upcoming month of Service (e.g. on June 1, Customer will pay the fee for the month of June) plus a variable amount based on overages and/or other incremental service charges (if any) incurred in the previous month (e.g. on June 1, Customer also will pay for usage/overage incurred from May 1-31), as well as taxes and other standard recurring charges. At any time during the Subscription Term, Customer can view their plan details (monthly fee, usage allowances, and all per-usage fees) by logging in at contact.simplifi.io and navigating to “Reports” and/or “Finance”.

Billing -The MRSC and other Service-related fees (if any) will be billed: (i) for the first month of the Initial Term, no earlier than ten (10) days after the signature date specified in the Order (the “Start Date”); and (ii) for each remaining month of the Subscription Term, on the anniversary date of the Start Date in such month. Fees for the first month of the Initial Ter, fees will be prorated and charged at checkout along with any activation fee (if applicable), phones (if applicable), and any other Products selected. All fees and charges are payable for the duration of the Subscription Term, regardless of whether Customer actually uses the Software or Services.

Payments -All payments for Services will be made free and clear and without deduction of any kind. If a billing charge fails or is rejected (e.g. due to an expired payment method), Simplifi will use commercially reasonable efforts to contact Customer with instructions to resolve the issue but reserves the right to suspend or terminate the Services at any time if fees are not paid when due.

Early Cancellation Restrictions -Unless otherwise specified in the given Order, in response to an attempt to terminate the Subscription Term early Simplifi may, in addition to its other rights and remedies (at law or equity), immediately: (i) bill Customer’s payment method an amount equal to: (A) the monthly discount extended to Customer multiplied by the number of months (or fraction thereof) the discount was received by Customer; plus (B) 50% of the remaining MRSC for the Subscription Term; plus (C) all then-outstanding MRSC and other unpaid fees, whether recurring or nonrecurring, including overages and any installation charges waived by Simplifi; and (D) any termination charges paid to Customer’s previous carrier by Simplifi; and (ii) immediately disable access to the Software and the Service; and (iii) retrieve all Products provided to Customer as a demo unit, as part of a promotional package or otherwise without charge. For clarity, fees once paid are not refundable and cannot be prorated.

Use Restrictions -Simplifi may, in addition to its other rights and remedies (at law or equity), immediately suspend or terminate Customer’s access to the Software and/or Services if: (i) a monthly billing charge is not fully resolved within 5 business days after it was due; (ii) usage exceeds reasonable levels and attempts to contact Customer are unsuccessful; (iii) Customer (A) uses the Service to develop a similar or competing product or service; (B) scrapes, data mines, reverse engineers, decompiles, disassembles or seeks to access the source code or non-public APIs to or unauthorized data from the Software or Services, except to the extent permitted by law (and then only with prior notice to Simplifi); (C) removes or obscures any proprietary notices in the Software or Service or otherwise misrepresent the source of ownership thereof; (D) publishes benchmarks or performance information about the Software or Service; or (E) engages in any fraudulent, misleading, illegal or unethical activities related to the Software or Service.

Ported Numbers; Usage Data -Ported numbers (if any) are and remain the property of Customer and Customer may at any time: (i) port any number to another provider; and (ii) request changes to forward-to numbers from the one originally requested (which will be honored the following business day). All files related to Customer’s usage of the Software and Services (e.g. usage detail, call logs, etc.) are and remain the property of Simplifi and as such, may not be stored by Simplifi indefinitely.

Reservation of Rights

Simplifi retains sole ownership and all right, title, and interest in and to all of its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, copyrights, patents, trade secrets, and know-how, and all Intellectual Property Rights (as defined below) therein, and the sale of Products or Services hereunder does not convey any license by implication, estoppel or otherwise. “Intellectual Property Rights” means, collectively, copyright rights (including the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including trade names, trademarks, service marks and trade dress), patent rights (including the exclusive right to make, use and sell), trade secrets, know-how, moral rights, right of publicity, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States, or any other state, country or jurisdiction.

Confidential Information

All specifications, drawings, documents, designs, data, information, software, technical matter, samples, and/or inventions acquired, made, conceived, or developed by Simplifi relating to the design, manufacture, plans, models, prototypes or other materials relating to the Products (including if acquired, made, conceived, or developed in cooperation with Customer), incident to procuring or carrying out the transactions contemplated by these terms and conditions (collectively, the “Confidential Information”) is and shall be the property of Simplifi and shall be disclosed to Customer only to assist Customer, and such disclosure shall be made only on a confidential basis and in no way shall impair the confidential nature thereof. Confidentiality obligations shall not extend to information that is in the public domain, has become public domain other than by Customer’s breach of confidentiality or to the extent Customer is held to disclose information under the law or by governmental or judicial order.

Trade Compliance

Customer shall comply with all applicable export control laws and shall not, directly or indirectly export, re-export, resell, ship, or divert any product, material, service, technical data, or software furnished hereunder to any person, entity, project, use, or country in violation of the laws or licensing requirements of the United States or any other appropriate national authority. Customer shall indemnify and hold Simplifi harmless for any and all claims, demand, cost, fines, penalties, fees, expenses, or losses arising from Customer’s failure, intentional or unintentional, to comply with the foregoing paragraph.

Limitation of Liability

UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SIMPLIFI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, LOST GOODWILL, COST OF PURCHASED OR REPLACEMENT PRODUCTS, CLAIMS FOR SERVICE INTERRUPTIONS, IMPAIRMENT OF OTHER ASSETS, OR OTHERWISE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OR OTHERWISE. IN NO EVENT SHALL SIMPLIFI’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS AT ISSUE. The parties expressly agree that the above limitation on damages is an allocation of risk constituting in part the consideration for this agreement.

Indemnification

Customer shall defend, indemnify and hold harmless Simplifi and its directors, officers, employees, successors and assigns from and against any claims, demands, lawsuits, losses, damages, liabilities, costs and expenses (including reasonable fees and disbursements of counsel), and judgments and settlements of every kind that may be made by any third party directly or indirectly arising out of or relating to (i) Customer’s use of the Products or Services and (ii) any negligence or willful misconduct of Customer.

Disputes

Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, without limitation, statutory, common law, intentional tort and equitable claims) arising from or related to the Products and Services purchased by Customer from Simplifi, the interpretation of these terms and conditions or any quotation, order confirmation or order entered into in connection herewith (collectively, these “Terms”) or the breach, termination, or validity of these Terms, or the relationships which result from these Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Simplifi’s or any of its affiliates advertising or marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF SIMPLIFI, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the rules of the American Arbitration Association. If arbitration is chosen with respect to any Claim, neither Simplifi nor Customer will have the right to litigate that Claim in court or have a jury trial of that Claim or to engage in pre-arbitration discovery, except as provided in the applicable arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a member or representative of any class of claimants pertaining to any claim. Notwithstanding any choice of law provision included in these terms and conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. Sections 1-16). The arbitration will take place exclusively in Collier County, Florida. Any court having jurisdiction may enter judgment on the award entered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED HEREIN, ALL MATTERS PERTAINING TO THE COLLECTION OF AMOUNTS DUE TO SIMPLIFI ARISING FROM PRODUCTS WILL BE LITIGATED IN COURT RATHER THAN THROUGH ARBITRATION.

General

Assignment -Customer shall not assign its rights under any transactions contemplated by these Terms of Service without the express prior written consent of Simplifi. Interpretation. If any term of these Terms of Service is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the validity, legality or enforceability of the other terms and conditions hereof or thereof or the whole of these Terms of Service.

Waiver -Any claim or right of Simplifi arising out of a breach of these Terms of Service can be discharged in whole or in part by a waiver or renunciation of the claim or right only if such waiver or renunciation is supported by consideration and is in writing signed by a duly authorized representative of Simplifi. The waiver by Simplifi of a breach of any provision of these terms and conditions shall not constitute a waiver of any other breach, or a subsequent breach of such provision for the same or any other cause.

Force Majeure -Simplifi shall be excused from any delay or failure in performance hereunder caused by circumstances beyond Simplifi’s reasonable control including, without limitation, acts of God, strikes, riots, fires, war, revolution, civil commotion, acts of terror, assertions by third parties of infringement claims, actions or inactions of third party providers or suppliers, lack of adequate production capacity, failure or delay in plant start-up, breakdown of machinery or shortages of raw materials, governmental prohibitions or limitations and all other contingencies beyond the reasonable control of Simplifi which render performance impractical (“Force Majeure Event”).

Governing Law -All transactions to which these Terms of Service apply shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without reference to principles of choice and conflict of laws. Simplifi and Customer specifically exclude the application to such transactions of the United Nations Convention on Contracts for the International Sale of Goods (1980) and the United Nations Convention on the Limitation Period in the International Sale of Goods, as Amended by Protocol.

Contacting Us

If there are any questions regarding the terms & conditions, you may contact us using the information below.

contact@simplifi.io

239.919.8551

Last Edited on 02/4/2021